<PAGE>
SCHEDULE 14A INFORMATION STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a (c)
or Section 241.14a-12
INTERNATIONAL SHIPHOLDING CORPORATION
________________________________________________
(Name of Registrant as Specified in its Charter)
____________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
_________________________________
(2) Aggregate number of securities to which
transaction applies:
_________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange
Act Rules 0-11 (Set forth the amount on which
the filing fee is calculated and state how it
was determined):
_________________________________
(4) Proposed maximum aggregate value of
transaction: _________________________________
(5) Total fee paid:
_________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rules 0-11 (a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing registration
statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
__________________________________
(2) Form, Schedule or Registration Statement Number:
__________________________________
(3) Filing Party:
__________________________________
(4) Date Filed:
__________________________________
<PAGE>
INTERNATIONAL SHIPHOLDING CORPORATION
17th Floor
Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130
____________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
____________________________
TO COMMON STOCKHOLDERS OF INTERNATIONAL SHIPHOLDING CORPORATION:
The annual meeting of stockholders of International
Shipholding Corporation will be held in the Executive
Board Room, 17th Floor, Poydras Center, 650 Poydras
Street, New Orleans, Louisiana, on Wednesday, April 16,
1997 at 2:00 p.m., New Orleans time, for the following
purposes:
(i) to elect a board of nine directors to serve until
the next annual meeting of stockholders and until their
successors are elected and qualified;
(ii) to ratify the appointment of Arthur Andersen LLP,
certified public accountants, as independent auditors for
the Corporation for the fiscal year ending December 31, 1997;
(iii) to transact such other business as may properly
come before the meeting or any adjournment thereof.
Only common stockholders of record at the close of
business on February 28, 1997, are entitled to notice of
and to vote at the annual meeting.
All stockholders are cordially invited to attend the
meeting in person. However, if you are unable to attend
in person and wish to have your stock voted, PLEASE FILL
IN, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. Your proxy
may be revoked by appropriate notice to the Secretary of
International Shipholding Corporation at any time prior to
the voting thereof.
BY ORDER OF THE BOARD OF DIRECTORS
GEORGE DENEGRE
Secretary
New Orleans, Louisiana
March 11, 1997
<PAGE 1>
INTERNATIONAL SHIPHOLDING CORPORATION
17th Floor
Poydras Center
650 Poydras Street
New Orleans, Louisiana
________________________
PROXY STATEMENT
________________________
This Proxy Statement is furnished to stockholders of
International Shipholding Corporation (the "Corporation")
in connection with the solicitation on behalf of the Board
of Directors of proxies for use at the annual meeting of
stockholders of the Corporation to be held on Wednesday,
April 16, 1997, at 2:00 p.m., New Orleans time, in the
Executive Board Room, 17th Floor, Poydras Center, 650
Poydras Street, New Orleans, Louisiana. The approximate
date of mailing of this Proxy Statement and the enclosed
form of proxy is March 11, 1997.
Only holders of record of the Corporation's Common
Stock at the close of business on February 28, 1997, are
entitled to notice of and to vote at the meeting. On that
date, the Corporation had outstanding 6,682,887 shares of
Common Stock, each of which is entitled to one vote.
The enclosed proxy may be revoked by the stockholder
at any time prior to the exercise thereof by filing with
the Secretary of the Corporation a written revocation or
duly executed proxy bearing a later date. The proxy will
be deemed revoked if the stockholder is present at the
annual meeting and elects to vote in person.
The cost of soliciting proxies in the enclosed form
will be borne by the Corporation. In addition to the use
of the mails, proxies may be solicited by personal
interview, telephone and telegraph; and banks, brokerage
houses and other institutions, nominees and fiduciaries
will be requested to forward the soliciting material to
their principals and to obtain authorization for the
execution of proxies. The Corporation will, upon request,
reimburse such parties for their expenses incurred in
connection therewith.
<PAGE 2>
PRINCIPAL STOCKHOLDERS
The following persons were known by the Corporation
to own beneficially more than five percent of its Common
Stock (the only outstanding voting security of the
Corporation) as of February 28, 1997 unless otherwise
indicated. The information set forth below has been
determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 based upon information
furnished by the persons listed. Unless otherwise
indicated, all shares shown as beneficially owned are held
with sole voting and investment power.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name and Address Ownership of Class
---------------- ----------------- --------
<S> <C> <C>
Niels W. Johnsen (1).................. 1,031,990(2) 15.44%
(Chairman of the Board of the
Corporation)
One Whitehall Street
New York, New York 10004
Erik F. Johnsen (1)................... 762,760(3) 11.41%
(President and Director of the
Corporation)
650 Poydras Street
New Orleans, Louisiana
T. Rowe Price Associates, Inc. ....... 727,562(4) 10.89%
100 E. Pratt Street
Baltimore, Maryland 21202
Sanford C. Berstein & Co., Inc. ...... 445,879(5) 6.67%
767 Fifth Avenue
New York, New York 10153
Dimensional Fund Advisors, Inc. ...... 440,579(6) 6.59%
1299 Ocean Avenue
Santa Monica, California 90401
David L. Babson and Company,
Incorporated....................... 437,281(7) 6.54%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
Niels M. Johnsen (1).................. 418,615(8) 6.26%
(Vice President of the Corporation)
One Whitehall Street
New York, New York 10004
Franklin Resource, Inc. .............. 348,100(9) 5.21%
777 Mariners Island Blvd.
San Mateo, California 94404
</TABLE>
_____
(1) Niels W. Johnsen and Erik F. Johnsen are brothers.
Niels M. Johnsen is the son of Niels W. Johnsen.
(2) Includes 224,622 shares owned by a corporation of
which Mr. Johnsen is a controlling shareholder. Also
includes 135,498 shares held in Grantor Retained Annuity
Trusts of which Niels W. Johnsen is income and principal
beneficiary.
(3) Includes 232,319 shares held as Agent
and Attorney-in-Fact with full rights of voting,
disposition, or otherwise for the benefit of Erik F.
Johnsen's children. Also includes 7,875 shares owned by
Mr. Johnsen's wife.
(4) Based on information contained in Schedule 13G as of
December 31, 1996. These securities are owned by various
individual and institutional investors including T. Rowe
Price Small Cap Value Fund, Inc. (which owns 580,000
shares, representing 8.6% of the shares outstanding), for
which T. Rowe Price Associates, Inc. (Price Associates)
serves as investment adviser with power to direct
investments and/or sole power to vote the securities.
Sole voting power is held only with respect to 26,000 of
the shares reported.
<PAGE 3>
Sole dispositive power is reported with respect to all
727,562 shares. For purposes of the reporting
requirements of the Securities Exchange Act of 1934,
Price Associates is deemed to be a beneficial owner
of such securities; however Price Associates expressly
disclaims that it is, in fact, the beneficial owner of
such shares.
(5) Based on information contained in Schedule 13G as of
December 31, 1996. Includes 260,712 shares beneficially
owned with sole voting power and 13,802 shares
beneficially owned with shared power to vote. Sole
dispositive power reported with respect to all 445,879
shares.
(6) Based on information contained in Schedule 13G as of
December 31, 1996. Includes 333,779 shares beneficially
owned with sole voting power. Sole dispositive power
reported with respect to all 440,579 shares. Dimensional
Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership
of 440,579 shares, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of
the DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit
plans, all of which Dimensional Fund Advisors Inc. serves
as investment manager. Dimensional disclaims beneficial
ownership of all such shares.
(7) Based on information contained in Schedule 13G as of
December 31, 1996. Includes 296,950 shares beneficially
owned with sole voting power and 140,331 shares
beneficially owned with shared power to vote. Sole
dispositive power reported with respect to all 437,281
shares.
(8) Includes 2,968 shares held in trust for Niels M. Johnsen's
daughter of which he is a trustee. Also includes 224,622
shares owned by a corporation of which Mr. Johnsen is a
Vice President and Director and 135,498 shares held as a
Co-trustee under Grantor Retained Annuity Trusts referred
to in footnote 2. Includes 18,750 shares held by the
Niels W. Johnsen Foundation of which Niels M. Johnsen is a
director.
(9) Based on information contained in a joint filing
on Schedule 13G as of December 31, 1996 by Franklin
Resources, Inc. (FRI), Charles B. Johnson, Rupert H.
Johnson, Jr. , and Franklin Advisory Services, Inc.
Franklin Advisory Services, Inc. has sole voting and
dispositive power with respect to all 348,100 shares. FRI
is the parent holding company of Franklin Advisory
Services, Inc., an investment advisor. Charles B. Johnson
and Rupert H. Johnson are principal shareholders of FRI.
FRI, Charles B. Johnson, Rupert H. Johnson and Franklin
Advisory Services, Inc. disclaim any economic interest or
beneficial ownership in any of the shares.
As of February 28, 1997, Niels W. Johnsen and Erik F.
Johnsen were the beneficial owners of a total of 1,794,750
shares (26.86%) of the Corporation's Common Stock, and, to
the extent they act together, they may be deemed to be in
control of the Corporation.
<PAGE 4>
ELECTION OF DIRECTORS
The by-laws of the Corporation authorize the Board of
Directors to fix the size of the Board. Pursuant thereto,
the Board of Directors has fixed the number of directors
at nine and proxies cannot be voted for a greater number
of persons. Unless authority to vote for the election of
directors is withheld, the persons named in the enclosed
proxy will vote for the election of the nine nominees
named below to serve until the next annual meeting and
until their successors are duly elected and qualified. In
the unanticipated event that any of the nominees cannot be
a candidate at the annual meeting, the shares represented
by the proxies will be voted in favor of such replacement
nominees as may be designated by the Board of Directors.
The following table sets forth certain information as
of February 28, 1997, concerning the nominees, all of whom
are now serving a one year term as a director, and all
directors and executive officers as a group, including
their beneficial ownership of shares of each class of
equity securities of the Corporation as determined in
accordance with Rule 13d-3 under the Securities Exchange
Act of 1934. Unless otherwise indicated, (i) each nominee
has been engaged in the principal occupation shown for more
than the past five years and (ii) the shares of the
Corporation's Common Stock shown as being beneficially
owned are held with sole voting and investment power.
Niels W. Johnsen, Erik F. Johnsen, Laurance Eustis,
Raymond V. O'Brien and Harold S. Grehan, Jr. each first
became a director of the Corporation in early 1979, when
the Corporation was formed. Niels M. Johnsen and Edwin
Lupberger became directors in 1988. Edward K. Trowbridge
and Erik L. Johnsen became directors in 1994.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
NOMINEES NAMED BELOW:
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION AND SHARES OF COMMON STOCK PERCENT
DIRECTORSHIP IN OTHER PUBLIC CORPORATIONS BENEFICIALLY OWNED OF CLASS
- ----------------------------------------- ---------------------- --------
<S> <C> <C>
Niels W. Johnsen, 74 (1)(2) ............. 1,031,990 (10) 15.44%
Chairman of the Board of the
Corporation; director, Reserve Fund,
Inc., a money market fund
Erik F. Johnsen, 71 (2)(3)............... 762,760 (11) 11.41%
President of the Corporation;
director, First Commerce Corporation,
a bank holding company
Laurance Eustis, 83 ..................... 25,000 (12) .37%
Chairman of the Board of Eustis
Insurance, Inc., mortgage banking and
general insurance; director, First
Commerce Corporation, a bank holding
company; director, Pan American Life
Insurance Company
Raymond V. O'Brien, Jr., 69 (4) ......... 5,936 .09%
Director, Emigrant Savings Bank,
New York
Harold S. Grehan, Jr., 69 (5) ........... 102,020 1.53%
Vice President of the Corporation
Niels M. Johnsen, 51 (2)(6) ............. 418,615 (13) 6.26%
Vice President of the Corporation
Edwin Lupberger, 60 (7).................. 1,249 .02%
Chairman of the Board, Chief
Executive Officer and Director of
Entergy Corporation ("Entergy") and
Entergy Services, Inc.; Chairman of
the Board, Chief Executive Officer
and director of its subsidiaries;
director, First Commerce Corporation,
a bank holding company
Edward K. Trowbridge, 68 (8) ............ 625 (14) .01%
Erik L. Johnsen, 39 (2)(9) .............. 53,759 (15) .80%
Vice President of the Corporation
All executive officers and
directors as a group (11 persons).... 2,006,836 30.03%
</TABLE>
<PAGE 5>
__________
(1) Niels W. Johnsen has served as Chairman and Chief
Executive Officer of the Corporation since its formation
in 1979 and is also the Chairman and Chief Executive
Officer of each of the Corporation's principal subsidiaries.
He was one of the founders of Central Gulf Lines, Inc.
("Central Gulf"), one of the Corporation's principal
subsidiaries in 1947.
(2) Niels W. Johnsen and Erik F. Johnsen are brothers.
Niels M. Johnsen is the son of Niels W. Johnsen. Erik L.
Johnsen is the son of Erik F. Johnsen.
(3) Erik F. Johnsen has been President, Chief Operating
Officer and a director of the Corporation since its
formation in 1979 and is also President and Chief
Operating Officer of each of the Corporation's principal
subsidiaries, except Waterman Steamship Corporation for
which he serves as Chairman of the Executive Committee.
He was one of the founders of Central Gulf in 1947.
(4) Mr. O'Brien served as Chairman of the Board and Chief
Executive Officer of the Emigrant Savings Bank from
January, 1978 through December, 1992.
(5) Mr. Grehan has served as Vice President and director
of the Corporation since its formation in 1979.
(6) Niels M. Johnsen joined Central Gulf in 1970 and held
various positions before being named Vice President in 1986.
(7) Mr. Lupberger has been the Chairman of the
Board, Chief Executive Officer and Director of Entergy
since December, 1985.
(8) Mr. Trowbridge served as Chairman of the Board and
Chief Executive Officer of Atlantic Mutual Companies from
July, 1988 through November, 1993. He served as President
and Chief Operating Officer of the Atlantic Mutual
Companies from 1985 until 1988.
(9) Erik L. Johnsen joined Central Gulf in 1979 and held
various positions before being named Vice President in 1987.
(10) Includes 224,622 shares owned by a corporation
of which Niels W. Johnsen is the controlling shareholder.
Also includes 135,498 shares held in Grantor Retained
Annuity Trusts of which Niels W. Johnsen is income and
principal beneficiary.
(11) Includes 232,319 shares held as Agent and Attorney-in
Fact with full rights of voting, disposition, or otherwise
for the benefit of Erik F. Johnsen's children. Mr.
Johnsen disclaims beneficial ownership of such shares.
Also includes 7,875 shares owned by Erik F. Johnsen's wife.
(12) Total shares in the amount of 25,000 held in
trust for Mr. Eustis and wife. Mr. Eustis is trustee with
full voting and dispository power.
(13) Includes 2,968 shares held in trust for Niels M.
Johnsen's daughter of which he is a trustee. Also includes
224,622 shares owned by a corporation of which Mr. Johnsen
is a Vice President and Director and 135,498 shares held
as Co-trustee under Grantor Retained Annuity Trusts
referred to in footnote 10. Includes 18,750 shares held
by the Niels W. Johnsen Foundation of which Niels M.
Johnsen is director.
(14) Shares owned jointly with wife.
(15) Includes 35,022 shares held by Erik F. Johnsen as
Agent and Attorney-in-Fact for benefit of Erik L. Johnsen,
referred to in footnote 11 above. Also includes 6,500
shares held in trust for Erik L. Johnsen's two sons of
which he is a trustee.
During 1996, the Board of Directors of the
Corporation held four meetings. Each non-officer director
receives fees of $16,000 per year plus $1,000 for each
meeting of the Board or a committee thereof attended.
The Board of Directors has an audit committee on
which Messrs. Eustis, Lupberger, O'Brien and Trowbridge
serve. The audit committee has general responsibility for
meeting from time to time with representatives of the
Corporation's independent auditors in order to obtain an
assessment of the financial position and results of
operations of the Corporation and reports to the Board
with respect thereto. The committee met once in 1996.
<PAGE 6>
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth for the fiscal years
ended December 31, 1994, 1995 and 1996 the compensation
paid by the Corporation with respect to the Chief
Executive Officer and the four other most highly
compensated executive officers whose annual salary and
bonus exceeded an aggregate of $100,000 for fiscal year
1996:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION
- --------------------------- ---- --------- --------- ------------
<S> <C> <C> <C> <C>
Niels W. Johnsen, Chairman
of the Board of the
Corporation............. 1996 $ 330,000 $ 0 $ 31,344(2)
1995 330,000 74,250 31,344(2)
1994 330,000 99,000 31,344(2)
Erik F. Johnsen, President
of the Corporation ..... 1996 330,000 0 17,132(3)
1995 330,000 74,250 17,132(3)
1994 330,000 99,000 17,132(3)
Niels M. Johnsen, Vice
President of the
Corporation ............ 1996 200,000 0 500(4)
1995 172,500 45,000 500(4)
1994 135,000 43,500 500(4)
Erik L. Johnsen, Vice
President of the
Corporation ............ 1996 145,000 0 0
1995 132,500 32,625 0
1994 120,000 36,000 0
Harold S. Grehan, Vice
President of the
Corporation ............. 1996 137,000 0 0
1995 137,000 30,825 0
1994 124,500 41,100 0
</TABLE>
__________
(1) Represents cash bonuses earned with respect to services
rendered during the year indicated, 50% of which is paid
in the following year and 25% of which is to be paid in
each of the next two years. No bonus was earned in 1996.
(2) The Corporation has an agreement with Niels W. Johnsen
whereby his estate will be paid approximately $822,000 upon
his death. To fund this death benefit, the Corporation
has acquired a life insurance policy at a cost of $31,344
in 1996, 1995 and 1994.
(3) The Corporation has an agreement with Erik F. Johnsen
whereby his estate will be paid approximately $626,000
upon his death. To fund this death benefit, the
Corporation has acquired a life insurance policy at a cost
of $17,132 in 1996, 1995 and 1994.
(4) Consists of contributions made by the Corporation to
its 401(K) plan on behalf of the employee.
<PAGE 7>
PENSION PLAN
The Corporation has in effect a defined benefit
pension plan, in which all employees of the Corporation
and its domestic subsidiaries who are not covered by union
sponsored plans may participate after one year of service.
Computation of benefits payable under the plan is based on
years of service and the employee's highest sixty (60)
consecutive months of compensation, which is defined as a
participant's base salary plus overtime, excluding
incentive pay, bonuses or other extra compensation, in
whatever form. The following table reflects the estimated
annual retirement benefits (assuming payment in the form
of a straight life annuity) an executive officer can
expect to receive upon retirement at age 65 under the
plan, assuming the years of service and compensation
levels indicated below:
<TABLE>
<CAPTION>
YEARS OF SERVICE
________________________________________________
EARNINGS 15 20 25 30 OR MORE
- --------------- ------- ------- ------- ----------
<S> <C> <C> <C> <C>
$100,000 ...... $21,893 $29,190 $36,488 $43,786
$150,000 ...... 34,268 45,690 57,113 68,536
$200,000 ...... 46,643 62,190 77,738 93,286
$250,000 ...... 59,018 78,690 98,363 118,036
$300,000 ...... 71,393 95,190 118,988 142,786
$350,000 ...... 83,768 111,690 139,613 167,536
<FN>
This table does not reflect the fact that the benefit
provided by the Retirement Plan's formula is subject to
certain constraints under the Internal Revenue Code. For
1997, the maximum annual benefit generally is $125,000
under Code Section 415. Furthermore, under Code Section
401(a)(17), the maximum annual compensation that may be
reflected in 1997 is $160,000. These dollar limits are
subject to cost of living increases in future years.
</TABLE>
Each of the individuals named in the Summary
Compensation Table set forth above is a participant in the
plan and, for purposes of the plan, was credited during
1996 with the salary shown next to his name in such table.
At December 31, 1996, such individuals had 49, 44, 26, 17
and 38 credited years of service, respectively, under the
plan. The plan benefits shown in the above table are not
subject to deduction or offset by Social Security
benefits.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Corporation's
executive officers are made by the Board of Directors.
Set forth below is a report submitted by the Board
addressing the Corporation's executive compensation
policies for 1996.
The Corporation's executive compensation structure is
comprised of salaries and annual cash bonuses. The
salaries of Messrs. Niels W. and Erik F. Johnsen, Chairman
of the Board and President, respectively, were set at
$330,000 by the Board in 1990 and have not been increased.
The Board delegates to Niels W. and Erik F. Johnsen the
power to set the salaries of the other executive officers.
The Board believes that a significant portion of
executive compensation should be tied to corporate
performance. The Board also believes that the efforts of
individual officers and employees can have a direct impact
on the ability of the Corporation to reduce and control
general and administrative expenses. The Officers Bonus
Plan for 1996 (the "1996 Plan") adopted by the Board was
made up of two components, one based on the achievement of
certain profit levels by the Corporation and the other
based on reductions in the Corporation's administrative
and general expenses. The 1996 Plan offered an
opportunity for all officers to earn incentive cash
bonuses of
<PAGE 8>
up to 30% of salary. An officer had an
opportunity to earn a cash bonus of between 3.75% and
22.5% of salary if certain corporate profit targets were
reached. An officer could earn a cash bonus of between
1.25% and 7.5% of salary if administrative and general
expenses were reduced to certain levels. No bonuses were
earned by executive officers in 1996.
In order to encourage the executive officers to
remain employed by the Corporation, one-half of the bonus
is paid in the following year and the remaining portion
will be paid one-half in each of the next two years, if
the officer remains employed by the Corporation on the
date of payment. Future bonus payments are not forfeited,
however, if employment terminates as the result of
eligible retirement, death or curtailment of operations of
the Corporation.
Since each executive officer's annual compensation is
substantially less than $1 million, the Board does not
believe that any action is necessary in order to ensure
that all executive compensation will continue to be
deductible by the Corporation under the Omnibus Budget
Reconciliation Act of 1993.
Submitted by the Board of Directors
Niels W. Johnsen Erik F. Johnsen
Laurance Eustis Raymond V. O'Brien, Jr.
Harold S. Grehan, Jr. Niels M. Johnsen
Edwin Lupberger Edward K. Trowbridge
Erik L. Johnsen
BOARD OF DIRECTOR INTERLOCKS,
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
AND CERTAIN TRANSACTIONS
Decisions as to the compensation of the executive
officers of the Corporation are made by the Board of
Directors. Five of the nine members of the Board, Messrs.
Niels W. Johnsen, Erik F. Johnsen, Harold S. Grehan, Jr.,
Niels M. Johnsen and Erik L. Johnsen are executive
officers of the Corporation and participated in decisions
as to the 1996 Officer Bonus Plan. Decisions on salary
increases for executive officers other than themselves were
made by Niels W. Johnsen and Erik F. Johnsen. No executive
officer of the Corporation served during the last fiscal
year as a director, or member of the compensation
committee, of another entity, one of whose executive
officers served as a director of the Corporation.
Furnished below is information regarding certain
transactions in which officers and directors of the
Corporation had an interest during 1996.
The law firm of Jones, Walker, Waechter, Poitevent,
Carrere and Denegre has represented the Corporation since
its inception. A son of the President of the Corporation
became a partner in the firm during 1992. Fees paid to
the firm for legal services rendered to the Corporation
during 1996 were $1,283,000. The Corporation believes
that these services are provided on terms at least as
favorable to the Corporation as could be obtained from
unaffiliated third parties.
<PAGE 9>
PERFORMANCE GRAPH
The following performance graph compares the
performance of the Corporation's Common Stock to the S & P
500 Index and to an Industry Peer Group (which includes
OMI Corporation, Overseas Shipholding Group, American
President Lines, Stolt Nielsen, Sea Containers Limited and
Alexander and Baldwin) for the Corporation's last five
fiscal years.
<TABLE>
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
INT'L SHIPHOLDING CORP., S&P 500, PEER GROUP
(PERFORMANCE RESULTS THROUGH 12/31/96)
<CAPTION>
Starting
Description Basis 1991 1992 1993 1994 1995
- ----------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ISH $100.00 $ 83.76 $ 86.32 $ 91.24 $ 122.60 $ 110.77
S & P 500 $100.00 $ 107.62 $ 118.46 $ 120.03 $ 165.13 $ 203.05
Peer Group $100.00 $ 85.23 $ 107.95 $ 102.74 $ 108.98 $ 114.13
<FN>
________
Assumes $100 invested at the close of trading on the last
trading day preceding the first day of the fifth preceding
fiscal year in ISH common stock, S&P 500, and Peer Group.
* Cumulative total return assumes reinvestment of dividends.
</TABLE>
<PAGE 10>
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
The Corporation's 1996 financial statements were
audited by Arthur Andersen LLP. The Board of Directors
has appointed Arthur Andersen LLP as independent auditors
of the Corporation for the fiscal year ending December
31,1997, and is submitting that appointment to its
stockholders for ratification at the annual meeting.
Arthur Andersen LLP has served as the Corporation's
auditors since its inception in 1979. If the stockholders
do not ratify the Board of Directors' appointment of
Arthur Andersen LLP by the affirmative vote of at least a
majority of the shares of Common Stock represented at the
meeting in person or by proxy, the selection of
independent auditors will be reconsidered by the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS
QUORUM AND VOTING OF PROXIES
The presence, in person or by proxy, of a majority of
the outstanding shares of Common Stock of the Corporation
is necessary to constitute a quorum. If a quorum is
present, the vote of a majority of the Common Stock
present or represented will decide all questions properly
brought before the meeting, except that directors will be
elected by plurality vote.
All proxies in the form enclosed received by the
Board of Directors will be voted as specified and, in the
absence of instructions to the contrary, will be voted for
the election of the nominees named above and in favor of
the proposal specified above.
The Board of Directors does not know of any matters
to be presented at the annual meeting other than the
election of directors and the ratification of the
selection of independent auditors. However, if any other
matters properly come before the meeting or any
adjournment thereof, it is the intention of the persons
named in the enclosed proxy to vote the shares represented
by them in accordance with their best judgment.
EFFECT OF ABSETENTION AND BROKER NON-VOTES
Because directors are elected by plurality vote,
abstentions and broker non-votes will not affect the
election of directors. With respect to the proposal to
ratify the selection of independent auditors and any other
matter that is properly before the meeting, an abstention
from voting on the proposal by a shareholder will have the
same effect as a vote "against" the proposal, and a broker
non-vote will be counted as "not present" with respect to
the proposal and therefore will have no effect on the
outcome of the vote with respect thereto.
<PAGE 11>
STOCKHOLDER PROPOSALS
Any stockholder who desires to present a proposal
qualified for inclusion in the Corporation's proxy
material relating to the 1998 annual meeting must forward
the proposal to the Secretary of the Corporation at the
address shown on the first page of this Proxy Statement in
time to arrive at the Corporation prior to November 7, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
GEORGE DENEGRE
Secretary
New Orleans, Louisiana
March 11, 1997
<PAGE>
INTERNATIONAL SHIPHOLDING CORPORATION PROXY
650 Poydras Street, New Orleans, Louisiana 70130
- -----------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint Niels W. Johnsen, Erik
F. Johnsen and George Denegre, or any one or more of them,
as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to
vote, as designated below, all the shares of common stock
of International Shipholding Corporation held of record by
the undersigned on February 28, 1997 at the annual meeting
of shareholders to be held on April 16, 1997, or any
adjournment thereof.
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the To vote for all nominees
contrary below) _______ listed below ______
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Niels W. Johnsen, Erik F. Johnsen, Harold S. Grehan, Jr.,
Niels M. Johnsen, Laurance Eustis, Raymond V. O'Brien, Jr.,
Edwin Lupberger, Edward K. Trowbridge, Erik L. Johnsen
2. Proposal to ratify the appointment of Arthur Andersen LLP,
certified public accountants as the independent auditors for the
Corporation for the fiscal year ending December 31, 1997.
FOR __________ AGAINST __________ ABSTAIN __________
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears below. When shares
are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign full corporate name by President
of other authorized officer. If a partnership, please
sign in partnership name by authorized person.
DATED____________________
_________________________
SIGNATURE
_________________________
SIGNATURE IF HELD JOINTLY
_________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
